<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549





                                   ----------

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                         SECURITIES EXCHANGE ACT OF 1934

   FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998 COMMISSION FILE NUMBER 0-27480

                           LAHAINA ACQUISITIONS, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

        Colorado                                          84-1325695
        --------                                          ----------
(State of Incorporation)                      (IRS Employer Identification No.)

5459 S. Iris Street, Littleton, Colorado                     80123
----------------------------------------                     -----
(Address of principal executive office)                    (Zip Code)


         Company's telephone number, including area code: (303) 986-6923
                                                          --------------

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, NO PAR
VALUE

            Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, during the preceding 12 months (or for such shorter period
that the Company was required to file such reports), and (2) has been subject to
such filing, requirements for the past 90 days. Yes X No

            Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K ss. 229.405 of Title 17, Code of Federal
Regulations is not contained herein, and will not be contained, to the best of
the Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.


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The aggregate market value of the Company's Common Stock, no par value per
share, held by non-affiliates is $400,562.50.

The number of shares outstanding of the Company's Common Stock, no par value per
share, as of September 30, 1998 was 996,500.

Documents noted under footnote 2 of the Exhibit Index have been incorporated by 
reference.

                                     PART I

ITEM 1.  BUSINESS

History, Organization and Change of Control.

            Lahaina Acquisitions, Inc ("Lahaina" or the "Company") was organized
under the laws of the State of Colorado, on April 5, 1989, to make a
distribution of securities to shareholders of Coyote Acquisitions, Inc.
("Coyote"). Lahaina filed a Form S-10 registration statement (33-31031-D) with
the United States Securities and Exchange Commission (the "SEC") but
subsequently abandoned the same. Lahaina subsequently decided to make a
distribution of securities to the shareholders of St. Joseph Corp. ("St. Joe"),
a shell corporation. In May, 1991, Lahaina gifted to the shareholders of St. Joe
on a pro rata basis, 496,500 "Units" (as described herein). Each Unit consisted
of one share of Lahaina Common Stock ("Common Shares"), two Class A Warrants and
two Class B Warrants (collectively referred to as the "Warrants"). Each Class A
Warrant entitles the holder to purchase one (1) share of Common Stock at a price
of $1.00 per share. Each Class B Warrant entitles the holder to purchase one
share of Common Stock at price of $1.50 per share. Lahaina reserved the right to
redeem the Warrants upon 30 days' written notice at $0.0001 per Warrant. The
Warrants were due to expire in May, 1995; however, the Board of Directors
extended the exercise period until May 15, 1999.

            In August 1989, Lahaina issued a total of 1,000,000 shares of Common
Stock. 800,000 shares were issued to Gary Agron; 50,000 shares were issued to
Barry Swartz; 50,000 shares were issued to James Eller; and 100,000 shares were
issued to Coyote Acquisitions, Inc. ("Coyote"). The shares issued to Coyote were
part of 100,000 Units issued to Coyote, each Unit


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consisting of one share of Common Stock; five Class A Warrants, exercisable at
$1.00 per share; and five Class B Warrants, exercisable at $1.50 per share (the
"Coyote Unit").

            On April 24, 1991, Mr. Swartz gratuitously reconveyed his 50,000
shares to Lahaina; Mr. Eller gratuitously reconveyed his 50,000 shares to
Lahaina; and Mr. Agron gratuitously reconveyed his 400,000 shares to Lahaina. On
the same date, the Units issued to Coyote Acquisitions, Inc. were canceled and
50,000 shares of Common Shares were issued to Philip Davis, Lahaina's President,
and to Janice Agron, for services rendered.

            In May, 1991, Lahaina gifted 496,500 Units (as described herein) to
shareholders of St. Joe (the "St. Joe Units"). The purpose of the distribution
was to cause the shares of Lahaina to be widely held, in anticipation of
creating a public market for the Company's securities. Lahaina has no operating
history nor any revenues or earnings from operations. Lahaina has no significant
assets or financial resources. As such, Lahaina can be defined as a "shell"
company, whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity.

            On May 23 1997, Paxford Investments, S.A., a Bahamian corporation
(the "Corporation" or "Paxford"), consummated a Stock Purchase Agreement ( the
"Agreement") with Philip J. Davis, John C. Lee and Charles C. Van Gundy (the
"Selling Shareholders") whereby the Corporation purchased Seven Hundred and
Fifty Thousand (750,000) shares of Lahaina Common Stock from Philip J. Davis
(selling 366,667 shares), John C. Lee (selling 366,667 shares), and Charles C.
Van Gundy (selling 16,666 shares), representing approximately Seventy Five and
26/100 percent (85.26%) issued and outstanding stock of Lahaina. In
consideration for the shares, the Selling Shareholders received One Hundred and
Twenty Five Thousand and No/100 Dollars ($125,000.) cash. In addition, pursuant
to the Agreement, the Board of Directors of Lahaina, as of May 23, 1997, have
accepted the return of, and canceled, 380,000 Class A Warrants issued to Philip
J. Davis, 380,000 Class A Warrants issued to John C. Lee and 40,000 Class A
Warrants issued to Charles C. Van Gundy and accepted the return of, and
canceled,


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380,000 Class B Warrants issued to Philip J. Davis, 380,000 Class B Warrants
issued to John C. Lee and 40,000 Class B Warrants issued to Charles C. Van
Gundy. Pursuant to the Agreement, the Company has accepted the resignations of
the Board of Directors, as of May 27, 1997, consisting of Philip J. Davis, John
C. Lee and Charles C. Van Gundy and appointed Graham Cooper, Ivy Lynn Cassar, 
and John Burrow, all of whom are affiliated with Paxford, to serve on Lahaina's
Board of Directors. On May 30, 1997, the Board of Directors authorized the
redemption of all outstanding Class A and Class B Warrants of Lahaina. All
outstanding Class A and Class B Warrants have been redeemed or canceled.

            Lahaina believes that there is a demand by non-public corporations
for shell corporations that have a public distribution of securities, such as
itself. Lahaina believes that the demand for shells has increased dramatically
since the Commission imposed burdensome requirements upon "blank check"
companies pursuant to Reg. 419 of the Securities Act of 1933, as amended (the
"Act"). According to the Commission, Rule 419 was designed to strengthen
regulation of securities offerings by "blank check" companies, which Congress
found to have been a common vehicle for fraud and manipulation in the penny
stock market. See Securities Act Releases No. 6891 (April 17, 1991), 48 SEC
Docket 1131 and No. 6932 (April 13, 1992) 51 Docket 0382, SEC Docket 0382. The
foregoing regulation substantially decreased the number of "blank check"
offerings filed with the Commission, and, as a result, increased the demand for
shell corporations. While Lahaina has made the foregoing assumption, there is no
assurance that the same is accurate or correct and, accordingly, no assurance
that it will be acquired by or acquire an existing non-public entity.

GENERAL

            Lahaina proposes to seek, investigate and, if warranted, acquire an
interest in one or more business opportunities or ventures. As of the date
hereof, Lahaina has no business opportunities or ventures under contemplation
for acquisition, but proposes to investigate potential


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opportunities in the form of investors or entrepreneurs with a concept which has
not yet been placed in operation, or in the form of firms which are developing
companies. Lahaina may seek out established businesses which may be experiencing
financial or operational difficulties and could benefit from the limited
additional capital it could provide. Lahaina anticipates that it will seek to
merge with or acquire an existing business. After the merger or acquisition has
taken place, the surviving entity will be Lahaina; however, management from the
acquired entity will, in all likelihood, operate the Company. There is, however,
a remote possibility that Lahaina may seek to acquire and operate an ongoing
business, in which case the existing management might be retained. Due to the
absence of capital available for investment by Lahaina, the types of businesses
seeking to be acquired by Lahaina will no doubt be smaller and higher risk types
of businesses. In all likelihood, a business opportunity will involve the
acquisition of or merger with a corporation which does not need additional cash
but which desires to establish a public trading market for its Common Shares.
Accordingly, Lahaina's ability to acquire any business of substance will be
extremely limited.

            Lahaina does not propose to restrict its search for investment
opportunities to any particular industry, or geographical location and may,
therefore, engage in essentially any business, anywhere, to the extent of its
limited resources.

            It is anticipated that business opportunities will be available to
Lahaina and sought by it from various sources throughout the United States,
including its Officers and Directors, professional advisors such as attorneys
and accountants, securities broker/dealers, venture capitalists, members of the
financial community, other businesses and others who may present solicited and
unsolicited proposals. The reason for this is to attract the most favorable
business opportunities, and ventures available. Management believes that
business opportunities and ventures will become available to it, due to a number
of factors, including, among others: (a) management's willingness to enter into
unproven, speculative ventures; (b) management's contacts and acquaintances; and
(c) Lahaina's flexibility with respect to the manner in which it


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may structure potential financing and/or acquisitions. However, there is no
assurance that Lahaina will be able to structure or finance and/or acquire any
business opportunity or venture.

Operation of Lahaina

            Lahaina intends to search throughout the United States and Canada
for a merger/acquisition candidate; however, because of the lack of capital, the
company believes that the merger/acquisition candidate will be conducting
business within a limited geographical area. Lahaina, however, intends to
maintain its corporate headquarters and principal place of business at 5459
South Iris Street, Littleton, Colorado 80123. All corporate records will be
maintained at said office, and it is anticipated that all shareholders' meetings
will take place in Colorado. Upon consummation of any merger or acquisition, no
assurance can be given that the corporate records or headquarters will continue
to be maintained at Littleton, Colorado, or that shareholders' meetings will be
held in Colorado.

            The Officers and Directors will personally seek acquisition/merger
candidates and/or orally contact individuals or broker/dealers and advise them
of the availability of Lahaina as an acquisition candidate. The Officers and
Directors will review material furnished to them by the proposed
merger/acquisition candidates and decide if a merger/acquisition is in the best
interests of the company and its shareholders.

            Lahaina may employ outside consultants; however, until a
merger/acquisition candidate has been targeted by the Company, management
believes that it is impossible to consider the criteria that will be used to
hire consultants. While Lahaina may hire independent consultants, it has not
considered any criteria regarding their experience, the services to be provided
or the term of service. Lahaina has not had any discussions with any consultants
and there are no agreements or understandings with any consultants.



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            Other than as disclosed herein, there are no other plans for
accomplishing the business purpose of Lahaina.

Selection of Opportunities

            The analysis of new business opportunities will be undertaken by or
under the supervision of the Officers and Directors, none of whom is a
professional business analyst or has any previous training or experience in
business analysis. Inasmuch as Lahaina will have no funds available to it in its
search for business opportunities or ventures, it will not be able to expend
significant funds on a complete and exhaustive investigation of such business or
opportunity. Lahaina will, however, to the extent believed reasonable by its
management, investigate such potential business opportunities or ventures.

            As part of Lahaina's investigation, Officers and Directors will meet
personally with management and key personnel of the firm sponsoring the business
opportunity, may visit and inspect plants and facilities, obtain independent
analysis or verification of certain information provided, check references of
management and key personnel, and conduct other reasonable measures, to the
extent of Lahaina's limited financial resources and management and technical
expertise.

            Prior to making a decision to participate in a business opportunity
or venture, Lahaina will generally request that it be provided with written
materials regarding the business opportunity containing such items as a
description of products, services and company history; management resumes;
financial information; available projections with related assumptions upon which
they are based; evidence of existing patents, trademarks or service marks or
rights thereto; present and proposed forms of compensation to management; a
description of transactions between the prospective entities and its affiliates
during relevant periods; a description of present




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and required facilities; an analysis of risks and competitive conditions; and
other information deemed relevant.

            It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting, and execution of relevant
agreements, disclosure documents, and other instruments will require substantial
management time and attention and costs for accountants, attorneys, and others

            Lahaina will have unrestricted flexibility in seeking, analyzing,
and participating in business opportunities. In its efforts, Lahaina will
consider the following kinds of factors:

            (a) Potential for growth, indicated by new technology, anticipated
market expansion or new products;

            (b) Competitive position as compared to other firms engaged in
similar activities;

            (c) Strength of management;

            (d) Capital requirements and anticipated availability of required
funds from future operations, through the sale of additional securities, through
joint ventures or similar arrangements or from other sources; and

            (e) Other relevant factors.

            Potentially available business opportunities may occur in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. Potential investors must
recognize that due to Lahaina's limited capital available for investigation and
management's




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limited experience in business analysis, Lahaina may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.

            Lahaina is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more. Lahaina
does not plan to raise any capital at the present time, by private placements,
public offerings, pursuant to Regulation S promulgated under the Act, or by any
means whatsoever. Further, there are no plans, proposals, arrangements or
understandings with respect to the sale or issuance of additional securities
prior to the location of an acquisition or merger candidate.

Form of Acquisition

            The manner in which Lahaina participates in an opportunity will
depend upon the nature of the opportunity, the respective needs and desires of
Lahaina and the promoters of the opportunity, and the relative negotiating
strength of Lahaina and such promoters. The exact form or structure of Lahaina's
participation in a business opportunity or venture will be dependent upon the
needs of the particular situation. Lahaina's participation may be structured as
an asset purchase agreement, a lease, a license, a joint venture, a partnership,
a merger, or acquisition of securities.

            As set forth above, Lahaina may acquire its participation in a
business opportunity through the issuance of Common Shares or other securities
in the Company. Although the terms of any such transaction cannot be predicted,
it should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1954, as amended, may depend
upon the issuance to the shareholders of the acquired company of at least eighty
percent (80%) of the Common Shares of the combined entities immediately
following the reorganization. If a




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transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, all prior
shareholders may, in such circumstances, retain twenty percent (20%) or less of
the total issued and outstanding Common Shares. If such a transaction were
available to the Company, it will be necessary to obtain shareholder approval to
effectuate a reverse stock split or to authorize additional shares of Common
Shares prior to completing such acquisition. This could result in substantial
additional dilution to the equity of those who were shareholders of the Company
prior to such reorganization. Further, extreme caution should be exercised by
any investor relying upon any tax benefits in light of the proposed new tax
laws. It is possible that no tax benefits will exist at all. Prospective
investors should consult their own legal, financial, and other business
advisors.

            The present management and the shareholders of Lahaina in all
likelihood will not have control of a majority of the voting shares of the
Company following a reorganization transaction. In fact, it is most probable
that the shareholders of the acquired entity will gain control of the Company.
Further, management may issue additional securities to make available for
purchase by shareholders of the acquired entity up to 90% of the shares of
Common Shares. As part of such a transaction, all or a majority of Lahaina's
Directors may resign and new Directors may be appointed without any vote by
shareholders.

            Present shareholders have not agreed to vote their respective shares
of Common Shares in accordance with the vote of the majority of all
non-affiliated future shareholders of the Company with respect to any business
combination.

            Lahaina is required by the regulations promulgated under the
Securities Exchange Act of 1934 to obtain and file with the Commission, audited
financial statements of the acquisition candidate not later than sixty days from
the date the Form 8-K is due at the Commission disclosing the
acquisition/merger.





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Rights of Dissenting Shareholders

            Under the Colorado Corporation Code, a business combination
typically requires the approval of two thirds of the outstanding shares of both
participating companies. The Company's Articles of Incorporation reduce the
voting requirement to a majority of the Company's outstanding Common Stock.
Shareholders who vote against any business combination in certain instances may
be entitled to dissent and to obtain payment for their shares pursuant to
Sections 7-113-102 and 7-113-103 of the Colorado Corporation Code. The
requirement of approval of the Company's shareholders in any proposed business
combination is limited to those transactions identified as a merger or a
consolidation. A business combination identified as a share exchange does not
require the approval of the Company's shareholders, nor does it entitle
shareholders to dissent and obtain payment for their shares. Accordingly, unless
the acquisition is a statutory merger requiring shareholder approval, the
Company will not provide shareholders with a disclosure document containing
audited or unaudited financial statements, prior to such acquisition.

            Prior to any business combination for which shareholder approval is
required, the Company intends to provide to its shareholders complete disclosure
documentation concerning the business opportunity or target company and its
business. Such disclosure will in all likelihood be in the form of a proxy
statement which will be distributed to shareholders at least 20 days prior to
any shareholder's meeting.

Not an "Investment Adviser"

            Lahaina is not an "investment adviser" under the Federal Investment
Advisers Act of 1940, which classification would involve a number of negative
considerations. Accordingly, the Company will not furnish or distribute advice,
counsel, publications, writings, analysis or reports




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to anyone relating to the purchase or sale of any securities within the
language, meaning and intent of Section 2(a)(11) of the Investment Advisers Act
of 1940, 15 U.S.C. 80b2(a)(11).

Not an "Investment Company"

            Lahaina may become involved in a business opportunity through
purchasing or exchanging the securities of such business. Lahaina does not
intend however, to engage primarily in such activities and is not registered as
an "investment company" under the Federal Investment Company Act of 1940. The
company believes such registration is not required.

            Lahaina must conduct its activities so as to avoid becoming
inadvertently classified as a transient "investment company" under the Federal
Investment Company Act of 1940, which classification would affect the company
adversely in a number of respects. Section 3(a) of the Investment Company Act
provides the definition of an "investment company" which excludes an entity
which does not engage primarily in the business of investing, reinvesting or
trading in securities, or which does not engage in the business of investing,
owning, holding or trading "investment securities" (defined as "all securities
other than United States government securities or securities of majority-owned
subsidiaries") the value of which exceeds forty percent (40%) of the value of
its total assets (excluding government securities, cash or cash items). Lahaina
intends to implement its business plan in a manner which will result in the
availability of this exemption from the definition of "investment company."
Lahaina proposes to engage solely in seeking an interest in one or more business
opportunities or ventures.

Employees

            Lahaina is a development stage company and currently has no
employees other than certain of its officers and directors. Management of the
Company expects to use consultants, attorneys, and accountants as necessary, and
does not anticipate a need to engage any full-time




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employees long as it is seeking and evaluating business opportunities. The need
for employees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in a specific business
opportunity.

Subsequent Events

            On December 14, 1998, the Company completed the purchase of all of
the outstanding stock of Beachside Commons I, Inc. from Mongoose Investments,
LLC. The purchase was effective as of December 7, 1998. Beachside is the owner
of a commercial real estate development located on Fernandina Beach, Florida in
the resort area of Amelia Island in northeast Florida.

            The Company paid for Beachside stock with 1,250,000 shares of its
Common Stock; 1,910,000 shares of Series A Preferred Stock which is convertible
into 1,910,000 shares of Common Stock, and $667,500 in cash which was a portion
of $750,000 borrowed by the Company from GCA Strategic Investments Limited under
a Note. The Note and a related Warrant are convertible into an additional
estimated 800,000 to 1,000,000 shares of Common Stock.

            At the same time Mongoose purchased 750,000 shares of Common Stock
from Paxford Investments, Limited, an existing shareholder, for $300,000.

            As a result of these transactions, a change in control of the
Company has occurred and Mongoose, whose Managing Member is Richard P. Smyth,
owns 2,000,000 of the 2,246,500 shares of Common Stock outstanding after the
transaction. In addition, Mongoose could own an additional 1,910,000 shares of
Common Stock upon conversion of the Series A Preferred Stock.






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            The previous directors have resigned, but, before resigning, elected
Richard P. Smyth, Gerald F. Sullivan, Sidney E. Brown and D. Nelson Lester as
director of the Company. The Board of Directors also elected Mr. Smyth as
Chairman, CEO and Treasurer and Mr. Sullivan as Vice Chairman and Secretary.

ITEM 2.  PROPERTIES

            Lahaina's offices are located at 5459 South Iris Street, Littleton.
Colorado 80123, and the telephone number is (303) 932-9998. Lahaina's office is
located in the home of Philip Davis' the Company's past President. Approximately
nine square feet are allocated to the Company on a rent-free basis. The office
will remain at Mr. Davis's home until acquisition has been concluded.
There are no written documents memorializing the foregoing.

            There are no preliminary agreements or understandings with respect
to the office facility subsequent to the completion of an acquisition. Upon a
merger or acquisition, Lahaina intends to relocate its office to that of the
acquisition candidate.

ITEM 3.  LEGAL PROCEEDINGS

            There are no material legal proceedings pending or to the knowledge
of management, threatened against the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            No matter was submitted to security holders during the fourth
quarter of the fiscal year ended September 30, 1998.





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                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

(a)         Market Information

            The Company's Common Stock has been traded over-the-counter on the
bulletin Board operated by the National Association of Securities Dealers, Inc.
under the symbol "LAHA." The following table sets forth the high and low
closing, bid of the Company's Common Stock for each quarter during the past two
fiscal years. The prices reflect inter-dealer quotations without retail
mark-ups, mark downs or commissions, and do not necessarily represent actual
transactions. The Company's securities began trading actively in August 1996.
Since the foregoing date, the high bid has been $3.250 and the low bid has been
$0.875.

<TABLE>
<CAPTION>
Period                                                                                      High        Low
------                                                                                      ----        ---
<S>                                                                                         <C>        <C>
Fiscal 1997
First quarter ....................................................................          0.875      0.875
Second quarter ...................................................................          0.875      0.875
Third quarter ....................................................................          0.875      0.875
Fourth quarter ...................................................................          0.875      0.875

Fiscal 1998
First quarter ....................................................................          3.250      0.875
Second quarter ...................................................................          3.250      0.875
Third quarter ....................................................................          3.250      0.875
Fourth quarter ...................................................................          1.500      0.875
</TABLE>

            On December 14, 1998, the closing bid on the Common Stock was $0.50.

(b)         Holders

            As of September 30,1997, there were approximately 195 holders of the
Company's Common Stock. This number does not include those beneficial owners
whose securities are held in street name.




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(c)         Dividends

            No dividend was paid to stockholders during the fiscal years ended
September 30, 1997 and 1998. The Company intends to continue to retain earnings
for use in the business of the Company and therefore does not anticipate
declaring or paying cash dividends in the immediate future.

(d)         Blue Sky Considerations

            The laws of some states prohibit: the resale of securities issued by
"blank check" or "shell" corporations. The Company may be considered a "blank
check" or "shell" corporation for the purpose of state securities laws.

            Accordingly, it is possible that current shareholders may be unable
to resell their securities in other states. The Company is unaware which
particular states prohibit such resales, other than Idaho and Indiana. Further,
because each state has a series of exempt securities transactions predicated
upon the particular facts off each transaction, it is impossible to determine if
a contemplated transaction by an existing shareholder would possibly violate the
securities laws of any particular state.

            In the event a current shareholder or broker/dealer resells its
securities in the state where such resale is prohibited, the Company believes
that the seller thereof may be liable criminally or civilly under that
particular state's laws. The Company believes that it will not be liable for
such improper secondary sales.

            Existing shareholders should exercise caution in the resale of their
shares of common stock in light of the foregoing.

ITEM 6.  SELECTED FINANCIAL DATA




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            The following selected financial data is derived from the Company's
audited consolidated financial statements. The following data are qualified by
reference to, and should be read in conjunction with, the consolidated financial
statements and related notes and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," included elsewhere herein.

            The following sets forth, as of December 14, 1998, the only persons
known to the Company to be the beneficial owners of more than 5% of the
outstanding shares of Common Stock and Series D Preferred Stock.


<TABLE>
<CAPTION>
   NAME AND ADDRESS OF                       AMOUNT AND NATURE OF            PERCENT OF CLASS (2)
    BENEFICIAL OWNER                        BENEFICIAL OWNERSHIP(1)
-------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>               <C>         <C>
Mongoose Investments, LLC                  Common          Series A          Common      Series A
7276 Sanctuary Lane                                        Preferred                     Preferred
Fernandina Beach, FL 32034                -------------------------------------------------------
                                          2,000,000       1, 910,000           82.9%         100%
-------------------------------------------------------------------------------------------------
GCA Strategic Investment                   500,000            -0-              10.6%         -0-
Fund Limited
Mechanics Building
12 Church Street
Hamilton HM 11 Bermuda
-------------------------------------------------------------------------------------------------
</TABLE>

(1)         For the purposes of this table, beneficial ownership has been
            determined in accordance with the provisions of Rule 13d-3 under the
            Securities Exchange Act of 1934, as amended, under which, in
            general, a person is deemed to be the beneficial owner of a security
            if he or she has or shares the power to vote or to direct the voting
            of the security or the power to dispose or to direct the disposition
            of the security, or if he or she has the right to acquire beneficial
            ownership of the security within 60 days of December 15, 1998.

(2)         Assumes (a) GCA Strategic Investment Fund Limited Convertible Note
            converts to 500,000 shares of Common Stock (b) a Warrant converts to
            60,000 shares of Common




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            Stock, in accordance with Management's current expectations and (c)
            the Series A Preferred Stock converts to 1,910,000 shares of Common
            Stock.

            The following table sets forth, as of December 14, 1998, certain
information regarding the ownership of the Company's shares of Common Stock and
Series A Preferred Stock by the Company's directors and each executive officer
and the Company's directors and executive officers as a group.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
    NAME AND ADDRESS OF                       AMOUNT AND NATURE OF                 PERCENT OF CLASS (2)
     BENEFICIAL OWNER                              BENEFICIAL
                                                   OWNERSHIP(1)
---------------------------------------------------------------------------------------------------------
                                           Common              Series A           Common         Series A
                                                              Preferred                         Preferred
---------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                 <C>           <C>
Richard P. Smyth, Director,               2,000,000           1,910,000            82.9%           100%
Chairman and CEO
Gerald F. Sullivan, Director                                     -0-               -----          -----
Sidney E. Brown, Director                                        -0-               -----          -----
D. Nelson Lester, Director                                       -0-               -----          -----
All Directors and Officers as             2,000,000           1,910,000            82.9%           100%
a group (4 persons)
---------------------------------------------------------------------------------------------------------
</TABLE>

(1)         For the purposes of this table, beneficial ownership has been
            determined in accordance with the provisions of Rule 13d-3 under the
            Securities Exchange Act of 1934, as amended, under which, in
            general, a person is deemed to be the beneficial owner of a security
            if he or she has or shares the power to vote or to direct the voting
            of the security or the power to dispose or to direct the disposition
            of the security, or if he or she has the right to acquire beneficial
            ownership of the security within 60 days of December 15, 1998.





                                       18

<PAGE>   19



(2)         Assumes (a) GCA Strategic Investment Fund Limited Convertible Note
            converts to 500,000 shares of Common Stock (b) a Warrant converts to
            60,000 shares of Common Stock, in accordance with Management's
            current expectations and (c) the Series A Preferred Stock converts
            to 1,910,000 shares of Common Stock.

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULT OF OPERATIONS.

Results of Operations - Inception (April 5, 1989) through September 30, 1998.

            The Company is considered to be in the development stage as defined
in Statement of Financial Accounting Standards No. 7. There have been no
operations since incorporation.

            There were no material changes in the Company's results of
operations for fiscal 1998.

Liquidity and Capital Resources.

            Certain officers and shareholders have paid for expenses on behalf
of the Company. Those amounts were treated as capital contributions and credited
to common stock. The Company has no cash as of September 30, 1998.

Year 2000

            Computer programs have been written using two digits rather than
four to define the applicable year, which could result in the computer
recognizing as a date using "double 00" as the year 1900 rather than the year
2000. This, in turn, will result in major system failures and in
miscalculations, and is generally referred to as a "Year 2000" problem. The
Company, as a development stage company, maintains its books and records on a
personal computer and has no significant customers or suppliers. The Company
does not believe that the cost to achieve Year 2000 compliance will be material,
nor does the Company have any information that the Year




                                       19

<PAGE>   20



2000 problem will have material adverse effect on its business, operations or
financial performance. Further, the Company is not aware of any Year 2000
problems among its customers or suppliers that will have a material adverse
effect on its business, operations or financial performance.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

            The Financial Statements, Supplementary Data, and the report of
independent auditors begin on the following page.

ITEM 9.     CHANGES IN DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

            Not applicable.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

            The following table sets forth the information concerning the
directors and executive officers of the Company and its subsidiaries:

<TABLE>
<CAPTION>
Name                   Age         Position to be Held           Directors Since
----                   ---         -------------------           ---------------
<S>                    <C>         <C>                           <C>
Graham M. Cooper       66          President, Director           May 27, 1997

Ivy Lynn Cassar        33          Secretary and Treasurer       May 27, 1997
                                         Director

John Burrow            52                Director                May 27, 1997
</TABLE>





                                       20

<PAGE>   21



GRAHAM M. COOPER is also the sole shareholder and a director of Paxford. Mr.
Cooper, a member (Fellow) of the Institute of Chartered Accountants (England &
Wales), has practiced Accountancy in Nassau, Bahamas since 1965.

IVY LYNN CASSAR is also a director of Paxford. She is a Certified Public
Accountant and is the managing Director of Leopold Joseph (Bahamas) Limited
trust company.

JOHN BURROW is Vice-Chairman of Leopold Joseph (Bahamas) Limited trust company.

            The Directors of the Company are elected to hold office until the
next Annual Meeting of Shareholders and until their respective successors have
been elected and qualified. Officers of the Company are elected by the Board of
Directors and hold office until their successors are duly elected and qualified.
There are no audit, nominating or compensation committees of the Board of
Directors, or committees performing similar functions.

            There are no family relations between any director or executive
officer and any other director or executive officer.

ITEM 11.    EXECUTIVE COMPENSATION

            No cash compensation is paid to any of officers or directors of the
Company.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following table sets forth the information as to beneficial
ownership of shares by (i) the President, (ii) each Director of the Company,
(iii) all Directors and Officers as a group, and (iv) all persons who
beneficially own five percent (5%) or more of the Common Stock of the Company as
of September 30, 1998 based upon the shares of Common Stock outstanding on




                                       21

<PAGE>   22



such date plus shares deemed outstanding pursuant to Securities and Exchange
Commission Rule 13d-3(d)(1).

<TABLE>
<CAPTION>
Name and Position                        Amount & Nature of
of Beneficial Owner                      Beneficial Ownership          Percent of Class
-------------------                      --------------------          ----------------
<S>                                      <C>                           <C>
Graham M. Cooper
President, Director                            750,000(1)                    75.26%
Peek Building, George Street
Nassau, Bahamas N8160

Ivy Lynn Cassar
Secretary and Treasurer                        -0-                           -0-
Director
Peek Building, George Street
Nassau, Bahamas N8160

John Burrow
Director                                       -0-                           -0-
Peek Building, George Street
Nassau, Bahamas N8160

Directors and Officers as a
group (3 persons)                              750,000                       75.26%
</TABLE>

(1) These shares are held of record by Paxford, of which Graham M. Cooper is a
director and the sole shareholder.





                                       22

<PAGE>   23



            After the transactions described in "Subsequent Events", the amount
and nature of beneficial ownership is reflected as follows.

The following sets forth, as of December 14, 1998, the only persons known to the
Company to be the beneficial owners of more than 5% of the outstanding shares of
Common Stock and Series D Preferred Stock.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
    NAME AND ADDRESS OF           AMOUNT AND NATURE OF          PERCENT OF CLASS (2)
     BENEFICIAL OWNER            BENEFICIAL OWNERSHIP(1)
------------------------------------------------------------------------------------
<S>                              <C>           <C>              <C>        <C>
Mongoose Investments, LLC        Common         Series A        Common     Series A
7276 Sanctuary Lane                            Preferred                   Preferred
Fernandina Beach, FL 32034       ---------------------------------------------------
                                 2,000,000      1, 910,000       82.9%       100%
------------------------------------------------------------------------------------
GCA Strategic Investment           500,000          -0-          10.6%       -0-
Fund Limited
Mechanics Building
12 Church Street
Hamilton HM 11 Bermuda
------------------------------------------------------------------------------------
</TABLE>

(1)         For the purposes of this table, beneficial ownership has been
            determined in accordance with the provisions of Rule 13d-3 under the
            Securities Exchange Act of 1934, as amended, under which, in
            general, a person is deemed to be the beneficial owner of a security
            if he or she has or shares the power to vote or to direct the voting
            of the security or the power to dispose or to direct the disposition
            of the security, or if he or she has the right to acquire beneficial
            ownership of the security within 60 days of December 15, 1998.

(2)         Assumes (a) GCA Strategic Investment Fund Limited Convertible Note
            converts to 500,000 shares of Common Stock (b) a Warrant converts to
            60,000 shares of Common




                                       23

<PAGE>   24



            Stock, in accordance with Management's current expectations and (c)
            the Series A Preferred Stock converts to 1,910,000 shares of Common
            Stock.

            The following table sets forth, as of December 14, 1998, certain
information regarding the ownership of the Company's shares of Common Stock and
Series A Preferred Stock by the Company's directors and each executive officer
and the Company's directors and executive officers as a group.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
   NAME AND ADDRESS OF              AMOUNT AND NATURE OF        PERCENT OF CLASS (2)
    BENEFICIAL OWNER                    BENEFICIAL
                                        OWNERSHIP(1)
--------------------------------------------------------------------------------------
                                  Common           Series A     Common        Series A
                                                  Preferred                  Preferred
--------------------------------------------------------------------------------------
<S>                               <C>             <C>           <C>          <C>
Richard P. Smyth, Director,       2,000,000       1,910,000      82.9%           100%
Chairman and CEO
Gerald F. Sullivan, Director                         -0-         -----          -----
Sidney E. Brown, Director                            -0-         -----          -----
D. Nelson Lester, Director                           -0-         -----          -----
All Directors and Officers as     2,000,000       1,910,000      82.9%           100%
a group (4 persons)
--------------------------------------------------------------------------------------
</TABLE>

(1)         For the purposes of this table, beneficial ownership has been
            determined in accordance with the provisions of Rule 13d-3 under the
            Securities Exchange Act of 1934, as amended, under which, in
            general, a person is deemed to be the beneficial owner of a security
            if he or she has or shares the power to vote or to direct the voting
            of the security or the power to dispose or to direct the disposition
            of the security, or if he or she has the right to acquire beneficial
            ownership of the security within 60 days of December 15, 1998.




                                       24

<PAGE>   25



(2)         Assumes (a) GCA Strategic Investment Fund Limited Convertible Note
            converts to 500,000 shares of Common Stock (b) a Warrant converts to
            60,000 shares of Common Stock, in accordance with Management's
            current expectations and (c) the Series A Preferred Stock converts
            to 1,910,000 shares of Common Stock.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

            There were no related transactions or "Certain Relationships" during
fiscal 1998.

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

            (a)         Financial Statements are contained in Item 8.

            (b)         Reports on Form 8-K.

                        No reports on Form 8-K were filed during the last
                        quarter of fiscal 1998.

            (c)         Exhibits (See Exhibit Index).






                                       25

<PAGE>   26



                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         LAHAINA ACQUISITIONS, INC.
                                         (the "Company")



Date: December 24, 1998                  By:         Richard P. Smyth
                                                     Chairman






                                       26

<PAGE>   27



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
  No.   Description
------- -----------
<S>     <C>
2.1     Stock Purchase Agreement by and between Lahaina Acquisitions, Inc. and
        Mongoose Investments, LLC dated as of December 3, 1998. (2)
2.2     Series A Preferred Stock Terms (2)
2.3     Securities Purchase Agreement by and between Lahaina Acquisitions, Inc. and
        GCA Strategic Investment Fund Limited, dated as of December 7, 1998. (2)
2.4     9% Convertible Note of Lahaina Acquisitions, Inc. payable to GCA Strategic
        Investment Fund Limited in the principal amount of $750,000. (2)
2.5     Registration Rights Agreement Lahaina Acquisitions, Inc. and GCA Strategic
        Investment Fund Limited, dated as of December 7, 1998. (2)
2.6     Common Stock Purchase Warrant in the amount of 60,000 shares to be issued by
        Lahaina Acquisitions, Inc. and purchased by LKB Financial, LLC, expiring on
        December 20, 2003. (2)
2.7     Stock Pledge Agreement by and between Mongoose Investments, LLC and GCA
        Strategic Investment Fund Limited, dated as of December 7, 1998. (2)
3.1     Articles of Incorporation (1)
3.2     Bylaws of the Company (1)
4.1     Specimen Stock Certificate (1)
4.2     Specimen Class A Warrant Certificate (1)
4.3     Specimen Class B Warrant Certificate (1)
27      Financial Data Schedule (for SEC use only).
(1)  Incorporated by reference to the Registration Statement on Form 10,
     filed December 29, 1995.
(2)  Incorporated by reference to the Registration Statement on Form 8-K,
     filed December 28, 1998.
</TABLE>




                                       27

<PAGE>   28




                           LAHAINA ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS


                      For the Year Ended September 30, 1998


                                    CONTENTS

<TABLE>
<CAPTION>
                                                                         Page
                                                                         ----
<S>                                                                   <C>
Independent Auditors' Report F-1............................................F-1

Financial Statements:

Balance Sheet...............................................................F-2

Statements of Operations....................................................F-3

Statements of Changes in Stockholders' Equity...............................F-4

Statements of Cash Flows....................................................F-5

Notes to Financial Statements.........................................F-6 - F-7
</TABLE>








<PAGE>   29



To the Board of Directors
Lahaina Acquisitions, Inc.
(A Development Stage Company)
Littleton, Colorado

                          INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Lahaina Acquisitions, Inc. (a
Development Stage Company) as of September 30, 1998 and the related statements
of operations, changes in stockholders' deficiency, and cash flows for each of
the two years in the period ended September 30, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lahaina Acquisitions, Inc. as
of September 30, 1998 and the results of its operations and its cash flows for
each of the two years in the period ended September 30, 1998, in conformity with
generally accepted accounting principles.

Millward & Co. CPAs
Fort Lauderdale, Florida
December 10, 1998




                                       F-1

<PAGE>   30



                           LAHAINA ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               September 30, 1998


<TABLE>
<CAPTION>
                                     ASSETS

<S>                                                               <C>
Total Assets                                                      $
                                                                  --------



                    LIABILITIES AND STOCKHOLDER'S DEFICIENCY

LIABILITIES
  Accounts Payable                                                $  3,800
                                                                  --------

            Total Liabilities - Current                           $  3,800
                                                                  --------

STOCKHOLDERS' DEFICIENCY
  Common Stock (No Par Value, Authorized 800,000,000                 7,793
  Shares, Issued and Outstanding 996,500 Shares)

Preferred Stock (No Par Value, Authorized 10,000,000
  Shares, None Issued)

Paid in Capital                                                     41,678
Deficit Accumulated During the Development Stage                   (53,271)
                                                                  --------

            Total Stockholders' (Deficiency)                        (3,800)
                                                                  --------

            Total Liabilities and Stockholders' Equity            $ 
                                                                  --------
</TABLE>







     The accompanying notes are an integral part of this financial statement

                                       F-2

<PAGE>   31



                           LAHAINA ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                       From Inception      For the Year Ended
                                      (April 1989) to         September 30,
                                                           -------------------
                                    September 30, 1988     1998           1997
                                    ------------------     ----           ----
                                     (Not Covered by
                                       Independent
                                     Auditor's Report)
<S>                                 <C>                 <C>             <C> 
REVENUE:                                  $     -       $      -       $      -
                                          -------       --------       --------



OPERATING EXPENSE:                         53,271         46,078          4,211
                                          -------       --------       --------
      Administrative Costs
            Total Operating Expenses       53,271         46,078          4,211
                                          -------       --------       --------


Net Loss                                  (53,271)       (46,078)        (4,211)
                                          =======       ========       ========


Net Loss Per Share                                      $   (.05)      $   (.00)
                                                        ========       ========


Weighted Average Shares Outstanding                      996,500        996,500
                                                        ========       ========
</TABLE>


     The accompanying notes are an integral part of this financial statement

                                       F-3

<PAGE>   32



                           LAHAINA ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
           STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIENCY)


<TABLE>
<CAPTION>
                                                                                                   DEFICIT
                                                                                                 ACCUMULATED        TOTAL
                                                          COMMON STOCK            ADDITIONAL     DURING THE      STOCKHOLDER'S
                                                      ---------------------        PAID-IN       DEVELOPMENT        EQUITY
                                                      SHARES         AMOUNT        CAPITAL          STAGE        (DEFICIENCY)
                                                      ----------------------------------------------------------------------
<S>                                                   <C>            <C>          <C>            <C>             <C>
Balance at September 30, 1996                         996,500        $  600        $     -        $ (2,982)        $ (2,382)
Capital Contribution                                        -         7,193              -               -            7,193
Net Loss for the Year Ended September 30, 1997              -             -              -          (4,211)          (4,211)
                                                      -------        ------        -------        --------         --------
Balance at September 30, 1997                         996,500         7,793              -          (7,193)             600
Capital Contribution                                        -             -         41,678          41,678
Net Loss for the Year Ended 9/30/98                         -             -              -         (46,078)         (46,078)
                                                      -------        ------        -------        --------         --------
Balance at September 30, 1998                         996,500        $7,793        $41,678        $(53,271)        $ (3,800)
                                                      =======        ======        =======        ========         ========
</TABLE>


     The accompanying notes are an integral part of this financial statement

                                       F-4

<PAGE>   33



                           LAHAINA ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS





<TABLE>
<CAPTION>
                                                                    From Inception         
                                                                   (April 1989) to         For the Year Ended
                                                                     September 30,            September 30,
                                                                                        -------------------------
                                                                         1998             1998             1997
                                                                   ----------------------------------------------
<S>                                                                <C>                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net Loss                                                         $(53,271)        $(46,078)        $ (4,211)
      Adjustments to reconcile net loss to net cash provided by
            operating activities:
            (Increase)/Decrease in accounts receivable                        -           47,985          (47,985)
            (Increase)/Decrease in organization costs                         -              600                -
            (Increase)/Decrease in accounts payable                       3,800          (44,185)          45,003
                                                                       --------         --------         --------
      Net Cash Used in Operating Activities                             (49,471)         (41,678)          (7,193)
                                                                       --------         --------         --------
CASH FLOWS FROM INVESTING ACTIVITIES
      Proceeds received from investors                                   49,471           41,678            7,193
                                                                       --------         --------         --------
Net Cash Provided by Investing Activities                                49,471           41,678            7,193
                                                                       --------         --------         --------
Net Increase in Cash                                                          -                -                -
Cash at Beginning of Period                                                   -                -                -
                                                                       --------         --------         --------
Cash at End of Period                                                  $      -         $      -         $      -
                                                                       ========         ========         ========
</TABLE>


Legal costs relating to an aborted acquisition aggregated $73,916 during the
year ended September 30, 1997 (See Note 1).




     The accompanying notes are an integral part of this financial statement
                                       F-5

<PAGE>   34



                           LAHAINA ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY

Lahaina Acquisitions, Inc. (the "Company"), was incorporated under the laws of
the State of Colorado in April 1989. The Company is in the development stage and
has no operating activity.

The Company intends to actively seek, locate, evaluate, structure and complete
mergers with or acquisitions of private companies, partnerships or sole
proprietorships.

During the year ended September 30, 1997, the Company was negotiating to acquire
Root Industries, Inc. The negotiations were terminated. Through September 30,
1997, the Company incurred related legal costs of $73,916, of which $25,931 was
reimbursed as agreed by the acquiree prior to September 30, 1997. The balance of
$47.985 was reimbursed subsequent to September 30, 1997.

FISCAL YEAR

The Company's year-end is September 30.

LOSS PER SHARE

The net loss per share was calculated by dividing the net loss by the weighted
average shares outstanding.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

NOTE 2 - SHAREHOLDERS' EQUITY

The Company is authorized to issue 800,000,000 shares of common stock having no
per share par value. As of September 30, 1998, the Company has issued 996,500
common shares.

The Company has authorized the issuance of 10,000,000 shares of Preferred Stock
with no per share par value. There has been no issuance of Preferred Stock.

NOTE 3 - CAPITAL CONTRIBUTIONS

Certain Officers and Shareholders have paid for expenses on behalf of the
Company. Those amounts have been treated as Capital Contributions and have been
credited to additional paid-in capital and common stock. Subsequent to September
30, 1998 the Company has incurred professional fees which the Company
anticipates will be paid by officers and shareholders.


                           LAHAINA ACQUISITIONS, INC.

                                       F-6

<PAGE>   35


                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1998

NOTE 4 - SUBSEQUENT EVENTS

On December 14, 1998, the Company completed the purchase of all of the
outstanding stock of Beachside Commons I, Inc. from Mongoose Investments, LLC.
The purchase was effective as of December 7, 1998. Beachside is the owner of a
commercial real estate development located on Fernandina Beach Florida in the
resort area of Amelia Island in northeast Florida.

The Company paid for the Beachside stock with 1,250,000 shares of its Common
Stock; 1,910,000 shares of Series A Preferred Stock which is convertible into
1,910,000 shares of Common Stock; and $667,500 in cash. The Company has
authorized 3,000,000 shares of the Series A Preferred stock. The Series A
Preferred Stock has a liquidating preference of $1.00 per share and may pay
annual dividends at the rate of $.095 per share. Subsequent to September 30,
1998 the Company borrowed $750,000 from GCA Strategic Investments Limited
pursuant to a Note with interest at 9% per annum and due January 31, 2001. The
Note is convertible into Common Stock. Initial costs related to the Note
aggregated $87,500. The Note and a related Warrant are convertible into an
estimated 800,000 to 1,000,000 shares of Common Stock.

At the same time Mongoose purchased 750,000 shares of Common Stock from an
existing shareholder, for $300,000.

As a result of these transactions, a change in control of the Company has
occurred and Mongoose, whose managing member is Richard P. Smyth, owns 2,000,000
of the 2,246,500 shares of Common Stock outstanding after the transaction. The
Company also elected four new directors each of whom are allowed to purchase up
to 10,000 shares of the Company's common stock at a price of $.40 per share. In
addition Mongoose could own an additional 1,910,000 shares of Common Stock upon
conversion of the Series A Preferred Stock.





                                       F-7